Item 6. Indemnification of Directors and Officers.
EQT is incorporated under the laws of the
Commonwealth of Pennsylvania.
Under Sections 1741 and 1742 of the Pennsylvania
Business Corporation Law, as amended (the “PBCL”), a business corporation has the power to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or representative
of the corporation, or is or was serving at the request of the corporation as a director, officer or representative of another
corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action or proceeding, if such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect
to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of a threatened, pending or
completed action or proceeding by or in the right of the corporation, such indemnification only covers expenses and excludes judgments
and amounts paid in settlement with respect to such action or proceeding, and no indemnification can be made for expenses if such
person has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application
that, despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled
to indemnity for the expenses that the court deems proper.
In addition, PBCL Section 1744 provides
that, unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to the action or proceeding;
(2) if such a quorum is not obtainable,
or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written
opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743
provides that to the extent that a director, officer or representative of a business corporation is successful on the merits or
otherwise in defense of any action or proceeding referred to above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
therewith.
Further, PBCL Section 1745 provides
that expenses (including attorneys’ fees) incurred by an officer, director or representative of a business corporation in
defending any such action or proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding
upon receipt of an undertaking by or on behalf of such officer, director or representative to repay the amount advanced if it is
ultimately determined that the indemnitee is not entitled to be indemnified by the corporation.
Also, PBCL Section 1746 provides that
the indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive
of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise, and that indemnification may be granted under any bylaw, agreement,
vote of shareholders or directors or otherwise for any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other provision of law and whether or not the indemnified
liability arises or arose from any threatened, pending or completed action by or in the right of the corporation; provided, however,
that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
Article IV of EQT’s by-laws (the
“Bylaws”) provides that directors or officers of the Company shall be indemnified as of right to the fullest extent
not prohibited by law in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative,
investigative or other proceeding (whether brought by or in the right of the corporation or otherwise) arising out of their service
to EQT or to another corporation, partnership, joint venture, trust or other enterprise at the request of EQT; provided, however,
that EQT will not indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such director
or officer (other than a proceeding to enforce such person’s rights to indemnification under Article IV) unless such
proceeding (or part thereof) was authorized by the Board of Directors of the Company.
PBCL Section 1747 permits a business
corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer or representative of the
corporation, or is or was serving at the request of the corporation as a director, officer or representative of another corporation
or other enterprise, against any liability asserted against such person and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to indemnify the person against such liability under
the provisions described above.
Article IV of the Bylaws provides that
the Company may purchase and maintain insurance to protect EQT and its directors, officers or representatives against any liability
asserted against such person and incurred by such person in respect of the service of such person, whether or not the Company would
have the power to indemnify such person against such liability by law or under the provisions of Article IV.
EQT maintains directors’ and officers’
liability insurance covering its directors and officers with respect to liabilities, including liabilities under the Securities
Act, which they may incur in connection with their serving as such. Under this insurance, EQT may receive reimbursement for amounts
as to which the directors and officers are indemnified by EQT under the Bylaw indemnification provisions described above. Such
insurance also provides certain additional coverage for the directors and officers against certain liabilities even though such
liabilities may not be covered by the Bylaw indemnification provisions described above.
As permitted by PBCL
Section 1713, EQT’s restated articles of incorporation (the “Articles”) and the Bylaws provide that no
director shall be personally liable for monetary damages as such for any action taken, or failure to take any action, unless
the director has breached or failed to perform the duties of his office under Subchapter B—“Fiduciary Duty”
of Chapter 17 of the PBCL and such director’s breach of duty or failure to perform constituted self-dealing, willful
misconduct or recklessness. The PBCL states that this exculpation from liability does not apply to the responsibility or
liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to
federal, state or local law. It is uncertain whether this provision will control with respect to liabilities imposed upon
directors by federal law, including federal securities laws. PBCL Section 1715(d) creates a presumption, subject to
exceptions, that a director acted in the best interests of the corporation. PBCL Section 1712, in defining the standard
of care a director owes to the corporation, provides that a director stands in a fiduciary relation to the corporation and
must perform his duties as a director or as a member of any committee of the board of directors in good faith, in a manner he
reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill
and diligence, as a person of ordinary prudence would use under similar circumstances.
The Company also has indemnification agreements
with all of EQT’s executive officers and directors (collectively, “Indemnitees”). These agreements provide that
the Indemnitees will be protected as promised in the Bylaws (regardless of, among other things, any amendment to or revocation
of the Bylaws or any change in the composition of EQT’s Board of Directors or an acquisition transaction relating to EQT)
and advanced expenses to the fullest extent of the law and as set forth in the indemnification agreements. These agreements also
provide, to the extent insurance is maintained, for the continued coverage of the Indemnitees under EQT’s director and officer
insurance policies. The indemnification agreements, among other things and subject to certain limitations, indemnify and hold harmless
the Indemnitees against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and
loss, including judgments, fines, ERISA, excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid
by the Indemnitees in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether or not by or in the right of the Company or otherwise, in which the Indemnitees are,
were or at any time become parties, or are threatened to be made parties or are involved by reason of the fact that the Indemnitees
are or were directors or officers of the Company or are or were serving at the Company’s request as directors, officers,
employees, trustees or representatives of another corporation or enterprise.
The foregoing is only a general summary
of certain aspects of the PBCL, the Articles and the Bylaws dealing with indemnification of directors and officers and does not
purport to be complete.